Business Context and Reporting Period
Science Applications International Corporation (SAIC) filed a Current Report on Form 8-K dated December 4, 2018. The filing reports the appointment of two new members to the Board of Directors in connection with the pending acquisition of Engility Holdings, Inc.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance changes and does not contain financial performance data.
Material Changes
- Board Expansion: The size of the Board of Directors increased from nine to eleven members.
- New Appointments: David M. Kerko and Katharina G. McFarland were appointed as directors.
- Effective Date: The appointments are effective upon the closing of the acquisition of Engility Holdings, Inc., with terms expiring at the 2019 annual meeting of stockholders.
Guidance, Outlook, and Management Commentary
Management Commentary:
- David M. Kerko: Former executive of KKR & Co. L.P. and former director of Total Administrative Services Corporation (TASC). He has served on the Engility board since February 2015.
- Katharina G. McFarland: Former Assistant Secretary of Defense for Acquisition and Acting Assistant Secretary of the Army for Acquisitions, Logistics & Technology. She has served on the Engility board since June 2017.
- Committee Assignments: Committee assignments for the new directors have not yet been determined.
Compensation: The new directors will receive standard annual cash and equity compensation for calendar year 2019 and may participate in the Company's Deferred Compensation Plan.
Risks and Contingencies: The filing does not disclose specific risks or contingencies beyond the standard context of the pending acquisition closing.
Investor Verification Checklist
- Verify the closing date of the Engility Holdings, Inc. acquisition to confirm the effective start date of the new directors' terms.
- Review the attached press release (Exhibit 99.1) for additional details on the strategic rationale for these appointments.
- Monitor future filings for the specific committee assignments of Mr. Kerko and Ms. McFarland.
- Confirm the standard director compensation package details in the Company's most recent proxy statement.